EX-99.3 5 d457497dex993.htm EX-99.3 EX-99.3

Exhibit 99.3 Patterson-UTI Energy, Inc. Acquisition of Ulterra Drilling Technologies, L.P. July 5, 2023


Cautionary Statement Regarding Forward Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made which provide Patterson-UTI’s or management’s intentions, beliefs, expectations or predictions for the future are forward-looking statements and are inherently uncertain. The opinions, forecasts, projections or other statements other than statements of historical fact, including, without limitation, plans and objectives of management of Patterson-UTI are forward-looking statements. It is important to note that actual results could differ materially from those discussed in such forward-looking statements. Important factors that could cause actual results to differ materially include the risk factors and other cautionary statements contained from time to time in Patterson-UTI’s SEC filings, which may be obtained as set forth below. We undertake no obligation to publicly update or revise any forward-looking statement. Important Information for Stockholders In connection with the proposed merger of Patterson-UTI and NexTier Oilfield Solutions Inc., Patterson-UTI intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Patterson-UTI and NexTier that also constitutes a prospectus of Patterson-UTI. Each of Patterson-UTI and NexTier also plans to file other relevant documents with the SEC regarding the proposed merger. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Patterson-UTI and NexTier. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and shareholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Patterson-UTI and NexTier once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Patterson- UTI will be available free of charge on Patterson-UTI’s website at http://www.patenergy.com or by contacting Patterson-UTI’s Investor Relations Department by phone at (281) 765-7170. Copies of the documents filed with the SEC by NexTier will be available free of charge on NexTier’s website at https://nextierofs.com or by contacting NexTier’s Investor Relations Department by phone at (346) 242-0519. Participants in the Solicitation Patterson-UTI, NexTier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information about the directors and executive officers of Patterson-UTI is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 11, 2023, and Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 13, 2023. Information about the directors and executive officers of NexTier is set forth in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 28, 2023, and NexTier’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 16, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed merger when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Patterson-UTI or NexTier using the sources indicated above. No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. 2


Ulterra Drilling Technologies Who is Ulterra? • Ulterra specializes in polycrystalline diamond compact (PDC) drill bits • Global footprint • Leader in drill bit technology innovation • Experienced engineering and manufacturing • A market leader in North America • Strong potential for growth in Middle East and other International markets 3


Benefits to Patterson-UTI Strengthens position as leading provider of drilling and completion services in the United States • Ulterra’s PDC technology is complementary to Patterson-UTI’s contract drilling, directional drilling services, controls automation and well placement technologies • Ulterra has a leading position of PDC bits in the United States and Canada Broadens Patterson-UTI’s international footprint with a high-quality business • Ulterra has a global footprint throughout the Middle East, Latin America, and Asia • Ulterra has leveraged its innovation and customer support to build strong customer relationships with key international customers • Expands Patterson-UTI brand recognition to international markets for future possibilities Financials • Business model with strong cashflow conversion • Projected to have EBITDA of $160 to $180 million in 2023 • Ulterra has grown EBITDA approximately 30% over last four years Expands Patterson-UTI’s comprehensive drilling and completions dataset • Ulterra’s proprietary BitHub™ data analysis platform is complementary to Patterson-UTI’s PTEN+ platform for the collection, aggregation, analysis and visualization of real time drilling and completion data 4


Transaction Overview Consideration • Acquisition includes $370 million of cash plus 34.9 million shares of Patterson-UTI common stock • Purchase is on a debt-free basis • Patterson-UTI plans to fund the cash consideration using a combination of cash on hand and its revolving line of credit Expected to Close in the Third Quarter of 2023 • Subject to customary closing conditions and receipt of required regulatory approvals • Key managers being retained 5


Strategic Rationale: Consistent Cultures of Innovation Patterson-UTI and Ulterra employ similar strategies to develop, market and sell their respective products and services Technology-focused sales approach Sales engineers market products directly to operator Technical Products and services address the customers’ most difficult technical challenges Design and sale of mission-critical products and services for applications in demanding operating conditions Mission-Critical Buyers demand continued improvements in efficiency and performance Sophisticated, proprietary platforms developed to ingest large amounts of drilling data Data-Centric Data is utilized to drive continued performance gains Leading positions in U.S. land market provide platform for international growth International Focus Sophisticated customers employ latest technical solutions 6


Ulterra’s Global Expansion Competes in major drilling regions with dedicated sales teams and repair facilities supporting customers in over 30 countries • Ulterra international revenue outside of NAM represents a significant growth opportunity • Improving Saudi Arabia competitive position with increased Saudization targets (achieved 70% in 2023) and new state-of-the-art manufacturing facility at King Salman Energy Park (“SPARK”) slated to open in 2025 2022A Revenue by GeoMarket Manufacturing & Sales Sales Office 24% CANADA • Manufacturing International • Repair • Inspection UNITED STATES • Full Manufacturing • Repair & Assembly 76% • Inspection Active Markets North American Market SAUDI ARABIA OMAN • Full Manufacturing • Repair COLOMBIA (2025) 2017A-2022A Revenue CAGR in Key Markets • Inspection • Repair • Repair & Assembly 10% • Inspection • Inspection 8% ARGENTINA • Repair • Inspection NAM 7 MENA


PDC Drill Bit Overview Polycrystalline Diamond Compact (PDC) Drill Bits Represent ~90% of the bits used in the U.S. oil & gas industry Drill bits drive drilling speed (ROP), duration (footage drilled) and tool face control (staying in the pay zone), resulting in material increases to drilling efficiency and the overall profitability of a well U.S. land operators consume approximately 5 bits per well Used bits are repaired and refurbished for the next customer Drill Bit Market Characteristics Highly technical Track record of Performance products requiring success builds is critical patented technology strong customer and significant relationships subject-matter experts


Comprehensive PDC Drill Bit Offering Ulterra innovates and introduces key drill bit technologies that solve customer problems Ulterra designs, manufactures, sells and rents matrix and steel-bodied PDC drill bits. Bits are typically rented, except in select international markets where they are sold. Capability to manufacture both bit body types is necessary to be a meaningful player. (1) PDC = ~90% of Total Drill Bit Market (2) Matrix PDC Drill Bits Steel PDC Drill Bits • Stronger steel body permits more hydraulically • Superior abrasion and corrosion resistance aggressive designs • Used in the most demanding applications • ~47% of Ulterra PDC revenue globally • Provides maximum design flexibility • Average 4.9 runs/bit • ~53% of Ulterra PDC revenue globally • Average 7.5 runs/bit ® ® ® ® Split Blade RipSaw WaveCut CounterForce Cuttings Evacuation Transitional Drilling Mechanical Efficiency Lateral Vibration 2013 2018 2019 2022 (1) Oil and gas drill bit market only. Source: Company provided information (2) Matrix is tungsten carbide 9


Ulterra: Mission-Critical Technology Delivering Significant Value Ulterra’s bits represent a small fraction of Drill Bits are Mission-Critical Ulterra vs. Competitors ROP – 12.25” well costs but deliver substantial value through higher ROP (Rate of Penetration ft/hr) • Bits represent <1% of well cost Total Cost $7 - $9 Million • Sub-optimal bit selection results in excess 180 cost and operator rig time 160 99% Ulterra captures value for improving 140 performance with its run-based revenue model 120 1% 100 Total Well Cost 2018 2019 2020 2021 2022 2023 Bit demand leveraged to (i) well count and (ii) well complexity Other Well Cost Drill Bit Cost Ulterra Competitors • Not leveraged to capital equipment cycle 10


Advanced Manufacturing & Repair Capabilities Global Manufacturing & Repair Facilities Rapid prototyping at scale Fort Worth, Texas • All manufacturing & product engineering are in-house (114,000 sq. ft.) • Ability to redesign or field test new materials to meet specific customer needs New designs engineered New build of any existing Repair and redeploy drill Leduc, Alberta in as little as a week design within 10 days bits within 48 hours (40,800 sq. ft.) • Extensive tracking and reporting of each bit body and cutter technology with just-in-time inventory for parts Saudi Arabia 1 (80,000 sq. ft.) Lean inventory ensures that the latest technologies are rapidly deployed to the field Global Repair Facilities Distributed repair facilities enable drill bits to be refurbished and returned to the field rapidly, resulting in lean inventory, supporting strong thru-cycle margins and global expansion Colombia Argentina Oman Source: Management records 1 Estimated sq. ft. upon completion of new facility estimated to be online by 2025 with full manufacturing capabilities 11


Data Driven Designs Improve Drilling Efficiency “Working with Ulterra allows you to push the limitations of every run, “Ulterra has the best bits I’ve run. Top-end ROP along with good evaluate the performance, and make adjustments to continue to take your tracking and steerability. They have great engineering support to quickly performance to the next level. From the engineering team, the distribution at the advance bit designs to keep increasing performance.” – West Texas field level, the communication and transparency, and the ability to make Drilling Manager improvements to your program is unrivaled.” – Drilling Manager E&P operators require a partner that can keep pace with their rapid innovation cycle • Constantly pushing the limits of drilling parameters (more weight-on-bit, higher flow-rates and extended laterals) Ulterra’s large scale, de-centralized engineering teams drive rapid innovation and customization • Enabled by a variety of proprietary software tools that help analyze drilling data and product performance 1 • Proprietary database houses ~80% of all bit runs on U.S. land • Routinely design and manufacture new products in under a month • Driving gains in speed (rate-of-penetration) and durability (footage), yielding significant cost savings for E&P operators Rapid deployment of incremental design improvements create a demonstrable & sustainable competitive advantage Source: Management records 1 Based on Enverus data and management bit records from 2019-2022. Graph above shows actual performance of an Ulterra drill bit vs. competition drill bit on the same pad. 12


Complementary Data Platforms Patterson-UTI’s portal for the NexTier’s NextHub Digital Center Ulterra’s proprietary database of real-time collection, aggregation, is a cutting-edge platform that bit runs that houses ~80% of all analysis and visualization of enables highly efficient field bit runs on U.S. land data from drilling rigs and frac operations and enhances • Engineers analyze data to compare spreads corporate returns bit design specifics relative to downhole performance (rate of • Connects rigs and frac spreads • Equipment health management: penetration) and repairs and through a digital interface to PTEN Predictive analytics to lower maintenance damage data engineers and customers maintenance spend and extend asset life • Data drives rapid product innovation • Allows for custom performance and bit performance – constantly applications and advanced • Digital Engineering: 24/7 technical pushing the limits of drilling algorithms when combined on drilling support reduces downtime and parameters for more weight-on-bit, ® rigs with PTEN’s CORTEX KEY drives consistency of service delivery higher flow-rates and extended edge server laterals • Power Solutions: Maximize fuel cost • Advanced algorithmic monitoring of savings through remote control of • Data drives supply chain, inventory PTEN’s drilling rig fleet with near real CNG equipment and fuel delivery and financial performance ® time alerts using the REX system • Logistics Control Tower: Optimize truck movements for all of the U.S. land 13


Ulterra’s Attractive Organic Growth Channels to New Markets Downhole Tools Geothermal Mining ® ® TorkBusterTD U616M SoftDrive RPS616 Engineered in-house Active discussions for several utility-scale Dedicated sales team targeting US & geothermal opportunities in 2H’23 Australian copper & lithium mining Uniquely placed in the Bottom Hole opportunities • Wells consume more drill bits than a Assembly (“BHA”) to provide maximum commensurate oil & gas interval Actively engaged in US lithium mining protection of the mud motor or rotary Drilled multiple geothermal wells in North steerable, Measurement-While-Drilling tool • Purpose-built tools designed to (“MWD”), and drill bit America increase drilling efficiency in harder • Participated in drilling of the Utah rock formations Reduces drilling dysfunction by mitigating FORGE (DOE funded research center o Significant cross-over from oil & shock & vibration in the BHAà improving for geothermal) test well in Q4’20 with gas drill bit designs drilling efficiency strong results ® o SoftDrive performs a similar ® function as TorkBusterTD Leveraging close, long-tenured relationships with E&P Operators to field test tools Focused on the Haynesville and Northeast • Demonstrated gains in drilling efficiency with the operator Planned introduction to Permian Basin in Q1’24 Source: Ulterra management records 14


A New Industry Leader with Significant Size North American Drilling and Completion Services Enterprise Value Comparison $6.4* $4.0 $3.9 $3.2 $2.7 $1.5 $1.4 $1.3 $1.0 $0.6 $0.5 Source: Company filings and Bloomberg. Data as of July 3, 2023. Note: $ in billions. * Implied enterprise value for Patterson-UTI proforma using implied purchase price of Ulterra. 15


NAM Revenue Generation Among the Industry Leaders North American Oilfield Services Revenue Comparison (Q1 2023 Annualized) $11.1 $7.2 $6.8 $5.0 $4.0 $3.4 $3.3 $2.8 $2.3 $1.1 $0.9 Source: Company filings. Note: $ in billions. Data as of March 31, 2023, represents 1Q23 annualized revenue. Includes publicly traded oilfield services companies with North American revenue greater than $2 billion. 16


Summary Complementary Expands Dataset Complementary to U.S. contract Expands comprehensive drilling and drilling and directional drilling completions dataset business Broadens Footprint Broadens international footprint, especially in the Middle East 17